AVENUE THERAPEUTICS, INC., 10-Q filed on 5/13/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
Apr. 30, 2019
Document and Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Entity Registrant Name AVENUE THERAPEUTICS, INC.  
Entity Central Index Key 0001644963  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Trading Symbol ATXI  
Entity Common Stock, Shares Outstanding   16,559,247
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity Small Business true  
v3.19.1
CONDENSED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Current Assets:    
Cash and cash equivalents $ 29,448 $ 2,671
Deferred financing costs 61 1,702
Prepaid expenses and other current assets 254 152
Total Assets 29,763 4,525
Current Liabilities:    
Accounts payable and accrued expenses 9,326 4,669
Accounts payable and accrued expenses - related party 86 487
Total current liabilities 9,412 5,156
Total Liabilities 9,412 5,156
Commitments and Contingencies
Stockholders' Equity (Deficit)    
Common Stock ($0.0001 par value), 50,000,000 shares authorized Common shares; 16,557,122 and 10,667,714 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively 2 1
Additional paid-in capital 73,827 41,577
Accumulated deficit (53,478) (42,209)
Total Stockholders' Equity (Deficit) 20,351 (631)
Total Liabilities and Stockholders' Equity (Deficit) 29,763 4,525
Series A Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock ($0.0001 par value), 2,000,000 shares authorized Class A Preferred Stock, 250,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018 $ 0 $ 0
v3.19.1
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2019
Dec. 31, 2018
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 2,000,000 2,000,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 50,000,000 50,000,000
Common Stock, Shares, Issued 16,557,122 10,667,714
Common Stock, Shares, Outstanding 16,557,122 10,667,714
Series A Preferred Stock [Member]    
Preferred Stock, Shares Issued 250,000 250,000
Preferred Stock, Shares Outstanding 250,000 250,000
v3.19.1
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Operating expenses:    
Research and development $ 10,241 $ 9,439
General and administrative 1,119 986
Loss from operations (11,360) (10,425)
Interest income (91) (48)
Net Loss $ (11,269) $ (10,377)
Net loss per common share outstanding, basic and diluted $ (0.82) $ (1.03)
Weighted average number of common shares outstanding, basic and diluted 13,742,649 10,099,331
v3.19.1
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Class A Preferred Shares
Common Shares
Common Shares Issuable
Additional paid-in capital
Accumulated deficit
Balance at Dec. 31, 2017 $ 19,380 $ 0 $ 1 $ 1,103 $ 38,937 $ (20,661)
Balance (Shares) at Dec. 31, 2017   250,000 10,265,083 273,837    
Share based compensation 350 $ 0 $ 0 $ 0 350 0
Share based compensation (in shares)   0 0 0    
Issuance of common shares, net of costs (in shares)   0        
Issuance of common shares - Founders Agreement 0 $ 0 $ 0 $ (1,103) 1,103 0
Issuance of common shares - Founders Agreement (in shares)     273,837 (273,837)    
Exercise of warrants under the NSC Note 0 $ 0 $ 0 $ 0 0 0
Exercise of warrants under the NSC Note (in shares)   0 13,125 0    
Net loss (10,377) $ 0 $ 0 $ 0 0 (10,377)
Balance at Mar. 31, 2018 9,353 $ 0 $ 1 $ 0 40,390 (31,038)
Balance (Shares) at Mar. 31, 2018   250,000 10,552,045 0    
Balance at Dec. 31, 2018 (631) $ 0 $ 1   41,577 (42,209)
Balance (Shares) at Dec. 31, 2018   250,000 10,667,714      
Share based compensation 751 $ 0 $ 0   751 0
Share based compensation (in shares)   0 0      
Issuance of common shares, net of costs 31,500 $ 0 $ 1   31,499 0
Issuance of common shares, net of costs (in shares)   0 5,833,333      
Exercise of warrants under the NSC Note 0 $ 0 $ 0   0 0
Exercise of warrants under the NSC Note (in shares)   0 56,075      
Net loss (11,269) $ 0 $ 0   0 (11,269)
Balance at Mar. 31, 2019 $ 20,351 $ 0 $ 2   $ 73,827 $ (53,478)
Balance (Shares) at Mar. 31, 2019   250,000 16,557,122      
v3.19.1
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Cash flows from operating activities:    
Net loss $ (11,269) $ (10,377)
Adjustments to reconcile net loss to net cash used in operating activities:    
Share based compensation 751 350
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets (102) 78
Accounts payable and accrued expenses 5,453 3,016
Accounts payable and accrued expenses - related party (401) 114
Net cash used in operating activities (5,568) (6,819)
Cash flows from investing activities:    
Maturity of Short-term investments (certificates of deposits) 0 10,000
Net cash provided by investing activities 0 10,000
Cash flows from financing activities:    
Issuance of common shares 35,000 0
Offering costs (2,655) 0
Net cash provided by financing activities 32,345 0
Net change in cash 26,777 3,181
Cash and cash equivalents, beginning of period 2,671 11,782
Cash and cash equivalents, end of period 29,448 14,963
Non-cash financing activities:    
Unpaid offering costs $ 12 $ 0
v3.19.1
Organization, Plan of Business Operations
3 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
Note 1 - Organization, Plan of Business Operations
 
Avenue Therapeutics, Inc. (the “Company” or “Avenue”) was incorporated in Delaware on February 9, 2015, as a wholly owned subsidiary of Fortress Biotech, Inc. (“Fortress”), to develop and market pharmaceutical products for the acute care setting in the United States. The Company is focused on developing its product candidate, an intravenous (“IV”) formulation of tramadol HCI (“IV Tramadol”), for moderate to moderately severe post-operative pain.
 
Stock Purchase and Merger Agreement
 
On November 12, 2018, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”), entered into definitive agreements with two closing stages for a proposed acquisition of the Company for a total aggregate consideration of $215.0 million. The Stock Purchase and Merger Agreement (the “SPMA”) was approved by a majority of the Company’s stockholders, including a majority of its non-affiliated stockholders, at its special shareholder meeting on February 6, 2019. On February 8, 2019, InvaGen acquired 5,833,333 shares of the Company’s common stock at $6.00 per share (the
Stock Purchase Transaction”) for net proceeds of $31.5 million after deducting commission fees and other offering costs, representing a 33.3% stake in the Company’s capital stock on a fully diluted basis.
 
At the second stage closing, InvaGen will acquire the remaining shares of Avenue’s common stock, pursuant to a reverse triangular merger with Avenue remaining as the surviving entity, for up to $180.0 million in the aggregate (the
Merger Transaction”). The second stage closing is subject to the satisfaction of certain closing conditions, including conditions pertaining to U.S. Food and Drug Administration approval, labeling, scheduling and the absence of any Risk Evaluation and Mitigation Strategy or similar restrictions in effect with respect to IV Tramadol, as well as the expiration of any waiting period applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
 
Subject to the terms and conditions described in the SPMA, InvaGen may also provide interim financing to the Company in an amount of up to $7.0 million during the time period between the Stock Purchase Transaction (which occurred on February 8, 2019) and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to the Company’s stockholders by virtue of the Merger Transaction. There have been no amounts drawn upon this interim financing as of March 31, 2019.
 
Liquidity and Capital Resources
 
The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future as it executes on its product development plan and may never become profitable. As of March 31, 2019, the Company had an accumulated deficit of $53.5 million. The Company believes that its cash and cash equivalents as of March 31, 2019, as well as its ability for interim financing of $7.0 million from InvaGen, will enable the Company to continue to fund operations in the normal course of business for more than a twelve-month period from the date of filing this Quarterly Report on Form 10-Q.
v3.19.1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]
Note 2 — Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
 
Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2018, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2019. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.
 
The Company has no subsidiaries.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Summary of Significant Accounting Policies
 
There have been no material changes to the Company’s significant accounting policies as described in Note 2 in its audited financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K.
 
Net loss per Share
 
Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock and stock options, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required.
 
The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
March 31,
 
 
 
2019
 
 
2018
 
Restricted stock units/awards
 
 
1,065,317
 
 
 
714,999
 
Preferred shares
 
 
250,000
 
 
 
250,000
 
Options
 
 
-
 
 
 
20,000
 
Total potential dilutive effect
 
 
1,315,317
 
 
 
984,999
 
 
Recently Adopted Accounting Standards
 
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. 2018-07,
Improvements to Nonemployee Share-Based Payment Accounting
(“ASU 2018-07”), which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU 2018-07 in the first quarter of 2019 and its adoption did not have a material impact on the Company’s unaudited condensed financial statements.
v3.19.1
Related Party Agreements
3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
Note 3 — Related Party Agreements
 
Management Services Agreement with Fortress
 
Effective as of
February 17, 2015
, Fortress entered into a Management Services Agreement (the “MSA”) with Avenue to provide advisory and consulting services to Avenue for a period of five
(5)
years. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Avenue’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Avenue with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Avenue is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Avenue is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of Avenue’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of Avenue’s Board of Directors, have been contractually exempt from fiduciary duties to Avenue relating to corporate opportunities. In consideration for the Services, Avenue will pay Fortress an annual consulting fee of $0.5 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $1.0 million for each calendar year in which Avenue has net assets in excess of $100.0 million at the beginning of the calendar year.
Concurrently with the execution and delivery of the SPMA, the Company, InvaGen and Fortress entered into a Waiver Agreement, pursuant to which, among other things, Fortress irrevocably waived its right to receive dividends of the Company’s common shares under the terms of the Class A Preferred Stock and any fees, payments, reimbursements or other distributions under the MSA, until the termination of certain rights of InvaGen, pursuant to the Stockholders Agreement. 
For the three months ended
March 31, 2019
and
2018
, the Company had expenses related to the MSA of $0 and approximately $0.1 million, respectively.
v3.19.1
Accounts Payable and Accrued Expenses
3 Months Ended
Mar. 31, 2019
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]
Note 4 — Accounts Payable and Accrued Expenses
 
Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands):
 
 
 
As of March 31,
 
 
As of December 31,
 
 
 
2019
 
 
2018
 
Accounts payable
 
$
7,259
 
 
$
3,089
 
Accrued employee compensation
 
 
130
 
 
 
463
 
Accrued contracted services and other
 
 
1,937
 
 
 
1,117
 
Accounts payable and accrued expenses
 
$
9,326
 
 
$
4,669
 
v3.19.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 5 — Stockholders’ Equity
 
Stock Purchase Transaction
 
On February 8, 2019, InvaGen acquired 5,833,333 shares of the Company’s common stock at $6.00 per share for net proceeds of $31.5 million after deducting commission fees and other offering costs, representing a 33.3% stake in the Company’s capital stock on a fully diluted basis.
 
Equity Incentive Plan
 
The Company has in effect the 2015 Incentive Plan (“2015 Incentive Plan”). The 2015 Incentive Plan was adopted in January 2015 by our stockholders. Under the 2015 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. The plan authorizes grants to issue up to 2,000,000 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant.
 
Restricted Stock Units and Restricted Stock Awards
 
The following table summarizes restricted stock unit and award activity for the three months ended March 31, 2019:
 
 
 
Number of Units
and Awards
 
 
Weighted
Average Grant
Date Fair Value
 
Unvested balance at December 31, 2018
 
 
1,104,643
 
 
$
4.45
 
Granted
 
 
50,000
 
 
$
5.75
 
Vested
 
 
(89,326
)
 
$
5.75
 
Unvested balance at March 31, 2019
 
 
1,065,317
 
 
$
4.41
 
 
For the three months ended March 31, 2019 and 2018, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $0.8 million and $0.4 million, respectively.
 
At March 31, 2019, the Company had unrecognized stock-based compensation expense related to restricted stock units and restricted stock awards of $2.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.7 years.
 
Stock Options
 
The following table summarizes stock option award activity for the three months ended March 31, 2019:
 
 
 
Stock Options
 
 
Weighted
Average Exercise 
Price
 
 
Weighted Average
Remaining
Contractual Life
(in years)
 
Outstanding, December 31, 2018
 
 
20,000
 
 
$
6.29
 
 
 
3.63
 
Cancelled/forfeited
 
 
(20,000
)
 
 
6.29
 
 
 
-
 
Outstanding, March 31, 2019
 
 
-
 
 
$
-
 
 
 
-
 
 
Stock Warrants
 
The following table summarizes the warrant activity for the three months ended March 31, 2019:
 
 
 
Warrants
 
 
Weighted
Average Exercise 
Price
 
 
Aggregate 
Intrinsic Value
(in thousands)
 
Outstanding, December 31, 2018
 
 
102,597
 
 
$
0.0976
 
 
$
544
 
Exercised
 
 
(56,075
)
 
$
0.0001
 
 
 
-
 
Outstanding, March 31, 2019
 
 
46,522
 
 
$
0.2151
 
 
$
211
 
v3.19.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation
 
The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
 
Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2018, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2019. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.
 
The Company has no subsidiaries.
Use of Estimates, Policy [Policy Text Block]
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Summary Of Significant Accounting [Policy Text Block]
Summary of Significant Accounting Policies
 
There have been no material changes to the Company’s significant accounting policies as described in Note 2 in its audited financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K.
Earnings Per Share, Policy [Policy Text Block]
Net loss per Share
 
Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock and stock options, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required.
 
The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
March 31,
 
 
 
2019
 
 
2018
 
Restricted stock units/awards
 
 
1,065,317
 
 
 
714,999
 
Preferred shares
 
 
250,000
 
 
 
250,000
 
Options
 
 
-
 
 
 
20,000
 
Total potential dilutive effect
 
 
1,315,317
 
 
 
984,999
 
New Accounting Pronouncements, Policy [Policy Text Block]
Recently Adopted Accounting Standards
 
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. 2018-07,
Improvements to Nonemployee Share-Based Payment Accounting
(“ASU 2018-07”), which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU 2018-07 in the first quarter of 2019 and its adoption did not have a material impact on the Company’s unaudited condensed financial statements.
v3.19.1
Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block]
The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented:
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
March 31,
 
 
 
2019
 
 
2018
 
Restricted stock units/awards
 
 
1,065,317
 
 
 
714,999
 
Preferred shares
 
 
250,000
 
 
 
250,000
 
Options
 
 
-
 
 
 
20,000
 
Total potential dilutive effect
 
 
1,315,317
 
 
 
984,999
 
v3.19.1
Accounts Payable and Accrued Expenses (Tables)
3 Months Ended
Mar. 31, 2019
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands):
 
 
 
As of March 31,
 
 
As of December 31,
 
 
 
2019
 
 
2018
 
Accounts payable
 
$
7,259
 
 
$
3,089
 
Accrued employee compensation
 
 
130
 
 
 
463
 
Accrued contracted services and other
 
 
1,937
 
 
 
1,117
 
Accounts payable and accrued expenses
 
$
9,326
 
 
$
4,669
 
v3.19.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]
The following table summarizes restricted stock unit and award activity for the three months ended March 31, 2019:
 
 
 
Number of Units
and Awards
 
 
Weighted
Average Grant
Date Fair Value
 
Unvested balance at December 31, 2018
 
 
1,104,643
 
 
$
4.45
 
Granted
 
 
50,000
 
 
$
5.75
 
Vested
 
 
(89,326
)
 
$
5.75
 
Unvested balance at March 31, 2019
 
 
1,065,317
 
 
$
4.41
 
Share-based Compensation, Stock Options, Activity [Table Text Block]
The following table summarizes stock option award activity for the three months ended March 31, 2019:
 
 
 
Stock Options
 
 
Weighted
Average Exercise 
Price
 
 
Weighted Average
Remaining
Contractual Life
(in years)
 
Outstanding, December 31, 2018
 
 
20,000
 
 
$
6.29
 
 
 
3.63
 
Cancelled/forfeited
 
 
(20,000
)
 
 
6.29
 
 
 
-
 
Outstanding, March 31, 2019
 
 
-
 
 
$
-
 
 
 
-
 
Share-based Compensation, Activity [Table Text Block]
The following table summarizes the warrant activity for the three months ended March 31, 2019:
 
 
 
Warrants
 
 
Weighted
Average Exercise 
Price
 
 
Aggregate 
Intrinsic Value
(in thousands)
 
Outstanding, December 31, 2018
 
 
102,597
 
 
$
0.0976
 
 
$
544
 
Exercised
 
 
(56,075
)
 
$
0.0001
 
 
 
-
 
Outstanding, March 31, 2019
 
 
46,522
 
 
$
0.2151
 
 
$
211
 
v3.19.1
Organization, Plan of Business Operations (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
Feb. 08, 2019
Nov. 12, 2018
Mar. 31, 2019
Dec. 31, 2018
Retained Earnings (Accumulated Deficit)     $ (53,478) $ (42,209)
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares 5,833,333      
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 31,500      
Business Acquisition, Share Price $ 6.00      
Line of Credit [Member]        
Interim Financing Amount   $ 7,000    
Invagen Pharmaceuticals Inc [Member]        
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares 5,833,333      
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 31,500 215,000    
Business Acquisition, Share Price $ 6.00      
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 33.30%      
Invagen Pharmaceuticals Inc [Member] | Common Stock [Member]        
Stock Issued During Period, Value, Acquisitions   $ 180,000    
v3.19.1
Significant Accounting Policies (Details) - shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Total potential dilutive effect shares outstanding 1,315,317 984,999
Restricted stock units/awards    
Total potential dilutive effect shares outstanding 1,065,317 714,999
Preferred shares    
Total potential dilutive effect shares outstanding 250,000 250,000
Options    
Total potential dilutive effect shares outstanding 0 20,000
v3.19.1
Related Party Agreements (Details Textual) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended
Feb. 17, 2015
Mar. 31, 2019
Mar. 31, 2018
Service Agreement Expenses   $ 0.0 $ 0.1
Asset Management Income [Member]      
Annual Consulting Fee $ 0.5    
Increase In Annual Consulting Fee 1.0    
Excess In Net Assets Value $ 100.0    
v3.19.1
Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Accounts payable $ 7,259 $ 3,089
Accrued employee compensation 130 463
Accrued contracted services and other 1,937 1,117
Accounts payable and accrued expenses $ 9,326 $ 4,669
v3.19.1
Stockholders' Equity (Details) - Restricted Stock [Member]
3 Months Ended
Mar. 31, 2019
$ / shares
shares
Number of Units, Unvested Beginning Balance | shares 1,104,643
Number of Units, Granted | shares 50,000
Number of Units, Vested | shares (89,326)
Number of Units, Unvested Ending Balance | shares 1,065,317
Weighted Average Grant Date Fair Value, Unvested Beginning Balance | $ / shares $ 4.45
Weighted Average Grant Date Fair Value, Granted | $ / shares 5.75
Weighted Average Grant Date Fair Value, Vested | $ / shares 5.75
Weighted Average Grant Date Fair Value, Unvested Ending Balance | $ / shares $ 4.41
v3.19.1
Stockholders' Equity (Details1)
3 Months Ended
Mar. 31, 2019
$ / shares
shares
Stock Options, Outstanding, Begining | shares 20,000
Cancelled/forfeited | shares (20,000)
Stock Options, Outstanding, Ending | shares 0
Weighted Average Exercise Price, Outstanding, Begining | $ / shares $ 6.29
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares 6.29
Weighted Average Exercise Price, Outstanding, Ending | $ / shares $ 0
Weighted Average Remaining Contractual Life 3 years 7 months 17 days
v3.19.1
Stockholders' Equity (Details2) - Warrant [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Number of Units, Unvested Beginning Balance 102,597  
Warrants, Exercise (56,075)  
Number of Units, Unvested Ending Balance 46,522  
Weighted Average Exercise Price, Outstanding $ 0.0976  
Weighted Average Exercise Price, Exercised 0.0001  
Weighted Average Exercise Price, Outstanding $ 0.2151  
Aggregate Intrinsic Value $ 211 $ 544
v3.19.1
Stockholders' Equity (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Feb. 08, 2019
Mar. 31, 2019
Mar. 31, 2018
Nov. 12, 2018
Share-based Compensation   $ 751 $ 350  
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 31,500      
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares 5,833,333      
Business Acquisition, Share Price $ 6.00      
Invagen Pharmaceuticals Inc [Member]        
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 31,500     $ 215,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares 5,833,333      
Business Acquisition, Share Price $ 6.00      
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 33.30%      
2015 Incentive Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized   2,000,000    
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms   10 years    
Restricted Stock [Member]        
Share-based Compensation   $ 800 $ 400  
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options   $ 2,300    
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition   1 year 8 months 12 days